In January 2022, the Company acquired four additional Professional Development League clubs (the "PDL Clubs"), which are being operated under the Diamond Baseball Holdings ("DBH") umbrella. DBH will support the PDL Clubs' commercial activities, content strategy and media rights. For these four additional PDL Clubs, the Company paid $64.2 million in cash. In April 2022, the Company acquired the Mutua Madrid Open tennis tournament and additional assets ("Madrid Open"), including the Acciona Open de España golf tournament, from Super Slam Ltd and its affiliates. The Company paid $386.1 million for consideration and transfer fees at closing, an additional $31.8 million of consideration is payable within two years of closing, and $0.6 million of contingent consideration payable within three years of closing.

The Company incurred $7.5 million in transaction related costs in connection with these acquisitions. The costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The goodwill for the PDL Clubs was assigned to the Owned Sports Properties segment and the goodwill for the Madrid Open acquisition was assigned to the Events, Experiences & Rights segment. The goodwill is deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired for these four PDL Clubs is 18.7 years and the intangibles acquired for Madrid Open are indefinite-lived.

The results of these four PDL Clubs and the Madrid Open have been included in the consolidated financial statements since the dates of acquisition. For the six months ended June 30, 2022, these four PDL Clubs and Madrid Open's consolidated revenue and net income included in the consolidated statement of operations from the acquisition dates were $72.2 million and $33.3 million, respectively.

The acquisitions were accounted for as business combinations and the preliminary fair values of the assets acquired and liabilities assumed in the business combinations are as follows (in thousands):


	DBH			Madrid Open
Cash and cash equivalents	$	—		$	18,659
Accounts receivable		89			2,123
Deferred costs		—			1,124
Other current assets		491			470
Property and equipment		4,403			162
Right of use assets		7,270			—
Other assets		103			381
Intangible assets:
Customer relationships		1,960			—
Owned Events		—			407,070
Other		35,410			—
Goodwill		25,556			15,385
Accounts payable and accrued expenses		(93	)		(1,609	)
Other current liabilities		(56	)		—
Operating lease liability		(9,470	)		—
Deferred revenue		(1,426	)		(20,780	)
Other liabilities		—			(4,474	)
Net assets acquired	$	64,237		$	418,511

The estimated fair values of assets acquired and liabilities assumed are preliminary and subject to change as we finalize purchase price allocations, which is expected within one year of the respective acquisitions.

In May 2022, the Company completed another acquisition for a total purchase price of $15.6 million in return for a 73.5% controlling interest. The Company paid $4.6 million in cash and issued 396,917 shares of EGH Class A common stock valued at $11.0 million. The Company recorded $10.8 million of goodwill and $3.4 million of intangible assets, of which the weighted average useful life ranges from 5 to 7 years. The goodwill was assigned to the Events, Experiences & Rights segment and is not deductible for tax purposes.

In February 2021, the Company signed a new franchise agreement and side letter (the "Franchise Agreements") directly with the Writer’s Guild of America East and the Writer’s Guild of America West (collectively, the "WGA"). These Franchise Agreements included terms that, among other things, prohibited the Company from (a) negotiating packaging deals after June 30, 2022 and (b) having more than a 20% non-controlling ownership or other financial interest in, or being owned or affiliated with any individual or entity that has more than a 20% non-controlling ownership or other financial interest in, any entity or individual engaged in the production or distribution of works written by WGA members under a WGA collective bargaining agreement. As a result, in the third quarter of 2021, the Company began marketing the restricted Endeavor Content business for sale and such assets and liabilities were reflected as held for sale in the consolidated balance sheet as of December 31, 2021. The sale of 80% of the restricted Endeavor Content business closed in January 2022. The Company received cash proceeds of $666.3 million and divested $16.6 million of cash and restricted cash on the date of sale. The retained 20% interest of the restricted Endeavor Content business is reflected as an equity method investment as of June 30, 2022 and was valued at $196.3 million at the date of sale. The fair value of the retained 20% interest of the restricted Endeavor Content business was determined using the market approach. The key input assumption was the transaction price paid for the Company's 80% interest in the restricted Endeavor Content business. The Company recorded a net gain of $463.6 million, inclusive of a $121.1 million gain related to the remeasurement of the retained interest in the restricted Endeavor Content business to fair value and $15.0 million of transaction costs, in other (expense) income, net during the six months ended June 30, 2022. The restricted Endeavor Content business was included in the Company’s Representation segment prior to the sale.

In the second quarter of 2022, the Company began marketing a business for sale and due to the progression of the sale process determined that it met all of the criteria to be classified as held for sale as of June 30, 2022. The business is included in the Company's Events, Experiences & Rights reporting segment. The assets and liabilities of this business held for sale are $19.7 million and $5.0 million, respectively, which are not material to the Company’s overall financial position. An agreement to sell the business was executed in August 2022 for consideration of $20.0 million in cash. The sale is expected to close in the third or fourth quarter of 2022.

In April 2021, the Company acquired the issued and outstanding equity interests of EDH Tennis Limited, the holding company of FlightScope Services Sp. z o.o., comprising the services business of FlightScope (collectively, “FlightScope”). FlightScope is a data collection, audio-visual production and tracking technology specialist for golf and tennis events. In June 2021, the Company acquired the Path-to-College business of Reigning Champs, LLC, whose primary business is Next College Student Athlete (collectively, with the other

acquired Path-to-College businesses, “NCSA”). NCSA consists of companies that offer recruiting and admissions services and related software products to high school student athletes, as well as college athletic departments and admissions officers. The combined aggregate purchase price for these two acquisitions was $247.9 million.

The Company incurred $4.2 million in transaction related costs in connection with these acquisitions. The costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations.

The goodwill for FlightScope and NCSA was assigned to the Events, Experiences & Rights segment. The goodwill is partially deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired for FlightScope and NCSA is 4.4 and 5.2 years, respectively.


	FlightScope			NCSA
Cash and cash equivalents	$	1,042		$	3,655
Accounts receivable		475			5,619
Deferred costs		94			1,096
Other current assets		1,640			10,238
Property and equipment		1,089			2,804
Right of use assets		1,272			4,951
Other assets		1,056			5,472
Intangible assets:
Trade names		—			21,100
Customer relationships		2,700			10,000
Internally developed software		15,400			37,100
Goodwill		33,550			214,106
Accounts payable and accrued expenses		(806	)		(20,855	)
Other current liabilities		(187	)		(10,318	)
Operating lease liability		(1,272	)		(4,951	)
Deferred revenue		(631	)		(51,617	)
Other liabilities		(4,334	)		(31,603	)
Net assets acquired	$	51,088		$	196,797